APNT definition
Examples of APNT in a sentence
Each Sponsor, severally and not jointly, agrees to vote all of his, her or its voting shares of APNT then owned by such Sponsor, whether now owned or hereafter acquired (hereafter referred to as the “Voting Shares” ), in accordance with the provisions of this Agreement.
In addition, each Sponsor shall appear in person or proxy at any annual or special meeting of shareholders of the APNT for the purpose of obtaining a quorum and shall vote, or shall execute and deliver a written consent with respect to, all Voting Shares owned by such Sponsor, entitled to vote upon any other matter submitted to a vote of shareholders of the APNT in a manner so as to be consistent and not in conflict with, and to implement, the terms of this Agreement.
Each Sponsor agrees that he, she or it shall not transfer any Voting Shares unless he, she or it shall cause any transferee who acquires such shares to execute and deliver a joinder substantially in the form of Exhibit A hereto to the APNT.
Shareholder acknowledges that no other compensation, stock awards, vacation pay, sick pay or any other money is currently owed to Sponsor related to service as a Director other than (i) out-of-pocket expenses reimbursable to such Sponsor under expense reimbursement policies previously approved by the Board of Directors of APNT, and (ii) for those Directors who served on the Merger Committee the one-time fee that will be paid in stock if and when the closing occurs under the Merger Agreement.
Each Sponsor shall appear in person or by proxy at any annual or special meeting of shareholders of the APNT for the purpose of obtaining a quorum and shall vote all Voting Shares owned by such Sponsor, either in person or by proxy, at any annual or special meeting of shareholders of the APNT called for the purpose of voting on and approving the transactions contemplated by the Merger Agreement.
For the avoidance of doubt, any disclosure of information required to be included by APNT or Nano in their respective filings with the SEC as required by the applicable Legal Requirements will not be violation of this Section 11.2.
APNT is neither a party to nor bound by any Tax indemnity, Tax sharing or similar agreement and APNT currently has no liability and will not have any liabilities for any Taxes of any other Person under any agreement or by the operation of any law.
Prior to Closing, and as a precondition thereto, APNT shall obtain the resignations of its current directors and appointments of the nominated Combined Board (which resignations and nominee appointments are conditioned upon the Closing of the Nano Merger).
To the Knowledge of APNT, no attorney representing APNT, whether or not employed by APNT, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by APNT or any of its officers, directors, employees or agents to the APNT Board or any committee thereof or to any director or officer of APNT.
Any agreement with a holder of APNT Convertible Securities (exclusive of securities issued as part of the Bridge Financing) will not impose any obligations or any new or different obligations on the APNT Parties that would survive the closing of the Nano Merger.